Getting Stronger
by Fifekun
Summary: What would have happened if Dr. Octopus remained in his evil state? What would have happened if Flying Fox never got to use her screech to try and save herself? What happens when a Dream Demon snakes his way into the mix? ...and Alternate Universe... AU to "Bittersweet""Turn Around" and "Rise" If you haven't read those, you're going to be VERY confused!
1. Prison

"THIS IS WHAT IT IS FLYING FOX! FACE IT!"

"FOXEY!"

She screamed as she was SLAMMED to the ground and felt the ground tremble underneath her. Trembling, she attempted to get up…but the ground swallowed her, as well as her opponents.

Looking down, she saw the ground coming at her. Wincing, Flying Fox attempted to open her wings to let out a screech; however, she was snagged by the back and was CHUCKED across the underground tunnels that she, Tombstone, and Dr. Octopus had fallen into.

SLAMMING against the wall, she let out a strained choke as she slid to the ground, crumpled on her side. Her world was spinning…and she could no longer move her wings. Trembling, Flying Fox slowly glanced towards her shoulder…

…it was completely soaked in her own blood.

…she needed to screech…if she had any hope of surviving…

…but she couldn't move.

Letting off a weak breath, she managed to look upwards, still laying on her side. On the other side of the tunnels, Dr. Octopus was fighting against Spiderman…and soon Tombstone joined in the fight, having dug himself out of the rubble he had been buried under.

Flying Fox could only watch the fight…the feint outline of her once beloved Otto Octavius fading into the murderous Dr. Octopus who was only interested in power.

Frowning, she closed her eyes, once again attempting to spread her wings…

…but they would not respond.

_So this is how Flying Fox dies…fighting against the one she made a vow to…_ She huffed, relaxing her body and waiting for death to come. _I guess we both have poor tastes, mom…we both thought we could trust…we were wrong…though…I'm happy I'll get to see you in a few minutes…I'd like to see a friendly face for once…_

"Get up, Sophia."

…huh?

Flying Fox heard something…but she really couldn't make it out…the sounds were echoing…

"GET UP!"

Someone shoved the rubble off of her, causing her to moan. Flying Fox winced and opened her eyes slightly…managing to glance upwards.

…into the cold gaze of Dr. Octopus looming over her.

"Get. Up. And FIGHT." He ordered, a cold sneer on his face.

Flying Fox watched him for a moment…before she sighed and rested her head back down on the ground, once again shutting her eyes.

Dr. Octopus frowned and his mechanical arms lowered him to her level. Once he was on his own two feet, two of his mechanical arms wrapped around Flying Fox's body and hoisted her upwards. Her body limply followed suit, and trembled from the amount of blood loss she had taken.

For a moment he waited…but she only hung there in his grip, panting weakly.

"…Very well, Sophia." Dr. Octopus mused, another mechanical arm reaching for her chest, forming a point intent on stabbing her. "…Let's get this over with…"

_**STOP!**_

Dr. Octopus scowled at the wail of Otto Octavius screaming in his head.

_What is it NOW?! Can't you see I am in the middle of winning a gang war?!_

_PLEASE! I'M BEGGING YOU! SPARE HER!_

_Do you HONESTLY believe I would spare this woman? She has been nothing but a thorn to me! And the LAST time I spared her for you, she escaped and took our LAST leverage WITH her!_

_But that's because Simone escaped! She's gone now! Back in Maine! She can't interfere anymore!_

Doc scowled and glanced over his shoulder, where Tombstone and Spiderman were still fighting…and it looked like Spiderman was getting the upper hand…

…that honestly didn't surprise him.

He frowned and looked back towards Flying Fox, who was still hanging limply in his grip, eyes closed, waiting for him to end her.

The mechanical arm hovered over her chest, resting the blade against her skin, prepared to plunge the blade into her heart.

_**PLEASE! PLEASE STOP! I'LL DO ANYTHING!**_

_Elaborate, before I kill her._

_I'LL NEVER FIGHT YOU AGAIN!_

The statement caused the mechanical arm to pause.

_I'll follow you! I'll let you do WHATEVER you want!_ Otto's voice pleaded. _I'll allow you to have complete control of my body, without question! Without bothering you! I'll stay silent! I will not fight you!_

Doc pursed his lips and glanced to the side, his own vision seeing a ghost-like figure of Otto Octavius on his knees, groping at his coat. Otto was looking into Doc's cold gaze desperately.

_Just let me keep her…Let me have her…Please…Let me tend to her wounds…let me feed her and shelter her…Let me have possession of her…Let her be MINE…and I SWEAR to you….I…will…NEVER….interfere again…_

Doctor Octopus mused the offer, looking away from the form of Otto, and looking back towards Flying Fox, who coughed up a mouthful of blood, and shivered. For a moment, she seemed to wait, before she slowly opened her eyes, glancing towards the blade that was still resting against her chest.

She panted and slowly looked towards Doc…and the two locked gazes for a moment.

Doc Frowned as Flying Fox's hazel eyes steadily lost their shine. She gazed at him for only a few more moments, before she shivered and hung her head, slowly slipping into an unconscious slumber…

…it would be SO…EASY…to quietly slip this blade through her…

_Please…_

Doc groaned and put his blade away, the other two mechanical arms lowering Flying Fox to himself. He frowned and reached for her, hesitating when he touched her cool skin. He could just leave her…she would die on her own…

…no, then Spiderman would save her…and Otto wouldn't let him hear the end of it.

Gritting his teeth, Doc brought Flying Fox into his actual arms and gripped her to himself, looking back towards the fight between Tombstone and Spiderman…which had been won by the later.

Spiderman turned, ready to challenge Doc—but was greeted by a mechanical arm SLAMMING him into a wall.

"Next time, Arachnid." Doc snarled, raising his mechanical arms for the opening above.

Spiderman groaned and looked up, his eyes wide. "Foxey!"

"Tell the Police NOT to follow, and no harm will come to Flying Fox!" Doc yelled, launching himself out of the opening and clawing his escape into the streets of Manhattan.

Spiderman quickly thwapped a web upwards…only to find out that he had completely run out of webbing. His eyes went wide, and his heart tightened in fear.

"FOXEY!"

As Spiderman's voice echoed throughout the streets of Manhattan, A lone figure hummed pleasantly.

…he watched Doctor Octopus taking the wounded Flying Fox…and narrowed his one eye, a toothy grin coming to his face.

"…well well well…what a golden opportunity…"

***SW***

"…mm…mmm…"

She could hear herself groaning…everything was echoing. She could hear scattered voices around her…she had THOUGHT she had seen Moriah Vincent not two minutes ago, begging her to stay strong…

"…Vitals are beginning to stabilize…" she heard someone say.

"You want me to make her sign it now, Doc?"

"If you please…"

"'Ey! Wake up Princess."

Sophia let out a breath, but kept her eyes closed…that was, until someone made her sit up.

"Ey. Wake up and sign this."

"…huh?"

She opened her eyes slightly, her vision blurry, and her world spinning. She couldn't figure out what was going on…for a moment, she simply sat there, allowing…whoever had their hand on her back to keep her sitting up.

Sophia blinked…and blinked again, making out the form of a clipboard before her…with a paper on it. On the bottom it had an 'X' for a signature.

…she must be at a hospital…lovely. No doubt these blasted Doctors were going to ask her a million questions about her bat wings, and bat abilities.

Letting off a sigh, she reached for the pen and groggily wrote her name on the bottom of the sheet.

Sophia…Lillian…Vincent.

"Huh. That's a strange name."

Whoever was holding her up suddenly let go of her, causing her to lose her balance and tumble to the floor.

"MARKO You idiot!" Someone yelled.

"Oops…"

Sophia winced sharply and groaned, trying to get herself up, but failing. She felt…weird. Like she recognized these voices…She had never been to the Hospital here in Manhattan…wait, no, that was false…she had been here when she was checking on Faith after she discovered Montana was-

She paused when someone picked her up with…something metallic…

Her eyes suddenly snapped open and she looked down…finding herself hoisted into the air by two of Doctor Octopus' mechanical arms, the cool gaze of the villain staring at her from below.

He was accompanied by Vulture, Sandman, and Rhino.

Sophia took in a sharp intake of air, and she attempted to squirm, but the arms squeezed her slightly on the shoulder, causing her to cry out in pain.

"Your cooperation is strongly recommended, Miss Vincent." Doc mused lowly. "Or would you rather be called 'Mrs. Octavius'?"

Sophia groaned lowly, prying off one of the mechanical arms from her shoulder, clutching her wound tightly…it had been dressed, and it was no longer bleeding.

"…What the heck are you getting at?" She muttered, rubbing her shoulder, and looking down towards her enemies, a tired frown on her face. "Why am I still alive?"

"Believe me, I'm asking myself the same question." Doc replied lowly, before he slowly lowered her, resting her back on the cot. "Adrian."

"Right." Vulture approached Sophia and put a coffee cup in her hands. "Drink this. It will help your wound heal up, while also keeping your energy levels at a minimum."

"Ugnh…" Sophia looked away from the cup. "No thank you."

"You don't want to eat, fine." Doc gruffed, motioning everyone to leave the room aside from Vulture. "But you'll want your strength if you are to recover from your wounds."

Sophia frowned and looked towards Doctor Octopus, a scowl on her face. "Not TEN minutes ago, you were trying to kill me, Otto." She shot back, raising up a hand to point at him accusingly, however the pain in her shoulder forced her to keep her hands to herself.

"Now you're trying to play actual 'Doctor' with me?" She scowled deeper. "What's your game?"

"Whatever game has been played, was won a week ago, Mrs. Octavius." Doc frowned at her, approaching her and making all four of his mechanical arms hover around her, staring into her very soul. Impressively, she only glared straight into his own eyes. He frowned and leaned forward, his face mere inches from hers.

"And I have emerged out as the victor…against Flying Fox at least."

"Then what are you waiting for, a written invitation?" Sophia scoffed. "Go ahead and kill me. I want to see my mother."

"If I do that, then he will never leave me alone." Doc replied, a frown on his face. "This was the only way to get that infernal weakling to Shut. UP."

"Oh here we go about the whole 'Weakling' talk again! Spiderman is NOT a weakling!" Sophia sat up and scowled. "You want to see a TRUE weakling, Look in the MIRROR you filthy—"

**SLAP!**

Sophia's head snapped to the side when Doc swiftly backhanded her.

Vulture grimaced very lightly, but looked away, putting his hands behind his back.

Doc waited for a moment for another response…but the response he was getting was coming from Otto.

_DON'T! DON'T TOUCH HER!_

_Shut. Up._

_This wasn't apart of our deal!_

_I SAID SHUT UP!_

Doc frowned and took Sophia's chin, and forced her to look at him, fire in his eyes. "Now, you listen to ME, Sophia. You're going to stay in this room. You're going to be QUIET. And you're going to stay OUT of my way. Do you understand me?"

Sophia narrowed her eyes, trying SO. HARD. To keep her eyes from watering. "What makes you think I'm going to honor any of your wishes?" she growled lowly.

"…Well isn't it your practice for a wife to honor her husband?" Doc frowned. "You will do your part and submit to me. If you won't do things the easy way, then perhaps you would be interested to know that I possess the knowledge of the location of each of your family members. I can only assume you're going to want them safe from your husband."

"…hus-…what?" Sophia's eyes suddenly got wide…before she YANKED her face away from his grip. "WHAT are you TALKING about?!" she demanded. "After EVERYTHING you've PUT me through?! What makes you think I would EVER—"

She suddenly went stock still when one of his tentacles hovered a paper in front of her…the paper she had just signed…

…a Marriage license…

Sophia's mouth dropped…and a look of pure horror came to her face. "…You—"

"I did a little research while you were unconscious for the past week, Sophia." Doc hummed. "Your brothers have been demanding your return…and I learned about your little 'Vincent pledge'." He handed the paper to Vulture, who took the paper in his hands and continued to watch the happening.

Doc placed his hands behind his back and stood tall over Sophia who sunk to the floor.

"….honestly, I'm not sure why I didn't think of this before…you're so loyal Sophia…to your family…and to me…" He turned and sauntered out of the room.

"And that was your downfall." He mused, walking out of the door. "You are now but a Shadow of what once was."

Vulture watched Doc leave the room…before looking back towards Sophia, who stayed on the floor, trembling and covering her mouth in shock…before she buried her face in her hands, sobs escaping her.

Pursing his lips, Vulture slowly turned and exited the room, locking the door.

As he walked away, he could hear a piercing cry of agony coming from the room.


	2. Deal

***TL***

A year passed…

…one…long…agonizing year…

Sophia sat on her bed, that was pushed against the wall…her batwings resting against the cold concrete of the wall. Wearing a full-length satin gown, she felt rather…violated really. She held a half-eaten blueberry muffin in her hands…but could only stare at it. She had no strength in her…she had no will in her…

…everything was pointless…

If she had HER way, she would have ended it long ago…but Doctor Octopus had made sure EVERY SQUARE INCH of her cell was foolproof. Cameras absolutely everywhere…even in the bathroom of this wretched cell.

The cell was specially designed to withstand the full force of her screech…so there was no getting anywhere with that…

…and considering Doctor Octopus could WITHSTAND her screech…it didn't matter anyways…

No Razor...and if she requested one, it was a dinky disposable one. Sheets were changed regularly…really the ONLY thing she even had access to was an iPad with Netflix. And even THAT thing was monitored regularly!

Sophia sighed and looked at the rest of her muffin…before tossing it into the small wastebasket that was provided.

Click!

She pursed her lips and glanced over as the door opened. In walked Vulture, who looked towards her and headed for the wastebasket, taking the bag, and replacing it with a new one.

He glanced towards Sophia, who had her legs tucked against her chest, and was resting her forehead against her knees.

"…Otto is going to fuss about your lack of appetite, Sophia…" He remarked.

He received no answer.

Adrian pursed his lips and rubbed the back of his head…before he approached the bed. Clearing his throat, he continued.

"Sophia…Otto is scheduling a meeting with you later this week…" he informed. "He wants to discuss our future area with you." He waited for her to answer…but none came. "…He's moving the operation back underwater…and he wants to warn you about moving you from here to there."

"…go away."

Adrian sighed. "…Sophia…just listen to—"

"I SAID **GO AWAY!**" Sophia snarled, looking up towards Adrian, venom in her eyes. "GO BACK TO OTTO AND TELL HIM I SAID TO SHOVE ONE OF HIS TENTACLES UP HIS CRACK!"

Adrian took a step back, startled at the outburst…before he frowned and took the trash bag. "…fine…I'll have him speak with you tonight then…" he muttered, turning and walking for the door. As he took a step out, he couldn't help but look back inside.

She had put her head back down and was shaking as though she were quietly crying.

Pursing his lips, he turned and exited the room, locking it behind him.

As he left the hall, he didn't notice a triangular shadow hovering on the wall…which changed shape into the figure of a tall, slender man with a top hat.

A low chuckle filled the hall…

Vulture paused and looked behind him…but no one was there…

Shaking his head, he made his way to the control room and entered, seeing Doctor Octopus musing by the many computers that they had gained access to. He had managed to…somewhat recreate the machinery he had during his master plan…

However, he hadn't reached the full capacity of the last operation just yet. He had managed to find ways to allow himself to keep surveillance of every part of the lair…and even a mile radius of such…but getting it to the entire city was proving…difficult.

Doc drummed his fingers against each other. If everything worked according to plan, he would have his weapon up and running soon…and then a true discussion of gaining access to the world's security would be in play.

"Otto?"

Doc glanced behind himself. "Ah Adrian, do come in." He took a sip of his coffee via one of his tentacles. "I was just going over the calculations for our field test tonight."

Vulture walked closer to Doc and looked towards the screens as the Master Planner spoke.

"It was such a good idea to put our headquarters in Hoboken." Doc hummed. "It gives us ample room to test our technology, while keeping that blasted Arachnid guessing…"

"Do you honestly believe that he can stay off our scent for much longer?" Vulture inquired. "He's become…more serious since we captured Flying Fox…he's even managed to get Tony Stark to try and help him find her."

"As I have noticed, believe me." Doc confirmed, typing at the computer. "But as long as we have our newest technology from Scorpion. Our tracks should be well covered."

"Something about his little delivery girl struck me as odd, though." Adrian mused. "It was like she was a cat or something."

"How odd…well you know how teenagers are, Adrian. The latest crazes always have their attention." Doc mused. "Give me a description of her, so I will know who to look for next time we do business with—"

"You need to speak with your wife, Otto."

Doc suddenly paused everything…and slowly looked towards Vulture, raising an eyebrow for a moment…before looking back towards the screens, continuing to type.

"…what brought this on, Adrian? You know I keep interactions with Sophia at a minimum."

"She's not going to listen to me, Otto. It needs to be you." Vulture looked towards him. "And honestly, I'm not even sure if that's enough."

"I'm past reasoning with Sophia, Adrian. If she's not going to cooperate, then we'll simply have Rhino force her out." Doc grumbled. "I'm keeping my end steady. She's provided for and she has plenty. I'm tired of her defiance."

"…Otto, I think you're missing the point of this whole…'marriage' agreement." Vulture looked upwards, waving a hand for emphasis. "Sure it keeps Sophia from striking against you, but what was the point? Neither of you are helping each other."

"Adrian, the whole point of having her sign that license was to use her own honor against her." Doc muttered, standing and facing Vulture, a frown on his face. "Since she is married to me, she has no choice but to do as I say."

"That's not how marriage works." Vulture replied. "It's supposed to be a joint team."

"Do not lecture me on something you do not understand, Adrian." Doc scowled. "Flying Fox is not interfering with us. And we have leverage over Spiderman, should he find us." A smirk came to Doc's face. "It's the perfect setback for our enemies."

"…It's still not marriage, Otto." Vulture muttered. "It's a prison."

"Do you have something to say to me, Adrian?" Doc narrowed his eyes.

"…no."

"Excellent." Doc turned back for the computers and pressed a button. "Then alert Rhino and Sandman that it's time to start the exercise.

"…yes, Master Planner…"

***SW***

Sophia groaned, finding herself slightly board. She had seen Vulture, Rhino and Sandman pass her room about an hour ago.

She had seen Doc stop by her room and look in…and had the audacity to greet her as 'His little Nightmare'…but she hadn't given him the satisfaction of looking at him…and that had been at least an hour ago as well. Sophia sighed and slid out of her bed, forcing herself to stretch. It got uncomfortable on that bed sometimes, as it was probably the springiest bed she had EVER slept on.

…If she had ACTUALLY married Otto Octavius…and not been forced to marry the monster that he was now…she would have a conversation about changing mattress types. Springs were THE most uncomfortable—

..rrummmbbllleee…

…**BBBOOOOOOOOOOOOOOMMMM!**

Sophia screamed and found herself knocked to the floor, as the world shook around her. The entire building was trembling as though the biggest Earthquake was hitting New Jersey and New York right then and there.

She heard a yell coming from inside of the lair…and she swore it sounded like Dr. Octopus.

GOOD! Maybe it was Spiderman and Iron Man, and they found the base or something! OH! That would be fantastic! She would love nothing MORE than to see Doctor Octopus behind bars! CONCRETE EVEN!

Once she got out of here, the first thing she was going to do was contact Rosalyn and tell her to make an INESCAPABLE PRISON, JUST FOR-

"…Otto?" She paused when Doc came stumbling into the hall, holding his head and gritting his teeth.

"DAMN IT! That should have WORKED!" Doc snarled in a rage, stumbling past her room and trying to head for the electrical room.

Sophia's mouth went agape, and she ran to the door, trying to look out the thick armored glass and scowled at the sight of Doctor Octopus trying to unlock a door across from her.

"That should. Have. WORKED!" He repeated, just plain RIPPING the door off with his tentacles, the door SLAMMING against Sophia's door, causing a long crack along the glass.

She put up her arms in an attempt to shield herself from any possible debris, but the glass didn't shatter. Letting down her arms, she gawked at the sight of Doctor Octopus frantically searching for something in his electrical room.

"Otto! What's going on!?"

Doc didn't answer, instead he tried to hurriedly find something. "Where is it?...Where is it?!"

"OTTO!"

…**CCCRRRRRACCCCKKKK!**

**BOOOOOOOOOOOOOOM!**

Sophia quickly held her ears at a sound that cracked like a thunder boom, that…seemed to come from the city of all things…she didn't have the luxury of trying to look OUTSIDE.

Doctor Octopus also had his arms up to shield himself, gritting his teeth tightly. After the sound faded, and everything was still, he panted and SLAMMED his fist to the wall.

"…DAMN. IT!...We're going to have to start all OVER again!" he snarled in a rage.

"Otto!" Sophia rubbed her ears and pressed her hands against the glass door. "WHAT is going—"

"Nothing out of you, witch! You are nothing but a NIGHTMARE to me!" Doc pointed towards Sophia…who took a step back and gawked at him for a moment…before scowling at him.

Doc himself seemed to stay still for a moment, hearing Otto's protests in his head.

_Leave her alone! This is NOT her fault!_

Doc snarled and turned, storming back up the hall. "…I don't have time for this…" he growled, disappearing into the hall.

Sophia watched him depart, trying to figure out what had just happened…whatever it was, it looked like he failed at it…

…so…naturally that meant Spiderman stopped them…right?

She frowned and slowly headed back for her bed, sitting on the edge of it.

…_witch_…he had called her '_witch_'…

_humph…you become more and more like my father each day…I hate you, Otto…_

Sighing, she laid on her back, staring at the ceiling and frowning. _I hate you…so why do I still love you?_ After a while, she found herself drifting off to sleep…nothing but silence coming to her…pure silence…dead silence even…

…

…why wasn't there any traffic noise outsid-

**SLAM!**

Sophia quickly sat up, looking towards the door quickly. According to the clock, two hours had past…had she really been asleep for that long?

She paused as Vulture walked past her room…looking rather beaten up and he was…towing in Spiderman?

Spiderman was being forced down the hall by Vulture, and was limping heavily…he managed to look in her direction and panted. "Foxey-…Foxey!"

"Keep moving." Vulture muttered, pushing him to keep going.

He mused for a bit, before he continued down the hall…not far behind him was…Montana?...What the heck was he doing…he looked flustered…devastated even…it was like he-…you know what? She didn't care. No one could be trusted.

Everyone was the same. Obviously Montana was just like Otto…

Sophia looked down the hall in the direction Spiderman had been taken down…there was no possible way Otto was going to let her talk to him, was he?

She paused when she saw Sandman stop by her door and lean against the glass, holding his face in his hand. He was…trembling.

Sophia's mouth went slightly agape…she stood, before looking up quickly, hearing a scream come from the control room.

…had that been… Montana?

Looking towards the door, she took a step up. "…What's going on?" she asked, looking towards Sandman expectantly.

Sandman trembled further and he shook his head. For a moment, he only stood there, his labored breathing only intensifying.

"…they're gone…"

"What?" Sophia quickly put her hands against the glass. "What happened—"

"**THEY'RE. GONE!**" Sandman roared, SLAMMING his fist against her door, making Sophia jump back and put up her fists, as though she were ready for a fight. For a moment, nothing was said, before Sandman faced Sophia, panting.

"He's gone INSANE! He's killed them! He's killed them ALL!" He screamed, putting his hands to his head and gritting his teeth. "…I NEVER SIGNED UP FOR THIS! THIS WASN'T SUPPOSED TO HAPPEN! I JUST WANTED A BIG SCORE!...THAT'S ALL I WANTED!"

"What are you TALKING about?!" Sophia felt her heart beating faster in fear. "What's happened?! TALK to me! What—"

"Manhattan! ALL…OF…MANHATTAN!..." Sandman put his hands on the glass and panted, his face reflecting all sorts of horror and brokenness.

"…they're gone….they're all DEAD!"

A look of absolute HOROR came to Sophia's face and she took a couple of steps back from Sandman, her mind trying to grasp just WHAT he said. She slowly covered her mouth and shook her head.

"…no…that's….that can't—"

"Alex is dead! My FAMILY is DEAD! All those kids…" he put a hand to his head and shuddered. "…all those kids…" He shuddered again. "…everyone in Manhattan…they're all dead…"

Sophia felt herself tremble…and sunk to her knees, covering her mouth, her eyes wide in horror. Justin…Dennis…Mark…Captain Stacey…Tony…Pepper….all those people…

…No…This…this can't-

Both Sandman and Sophia looked over as Montana STORMED out of Doc's control room, gritting his teeth, balling his fists tightly, and…fighting back tears…

Montana stopped when he saw Sandman…and seethed. "I HOPE yer HAPPY, you low life SCUM!" He snarled.

"ME?!" Sandman snarled. "Look who's TALKING, Mr. 'I kill people for money'! I NEVER wanted to KILL anyone!"

"Well guess what, YA DID!" Montana roared. "And now they're all GONE!" He waved a hand in the air. "I NEVER EVEN HAD A CHANCE TO GET BACK WITH FAITH! I should **KILL** you all for TAKING HER FROM ME!"

"Wait—WHAT?!" Sophia looked up, horrified. "FAITH'S DEAD?!"

Both Sandman and Montana looked towards her, Montana looking confused for a moment. He paused and his face reflected shock. "…Fox?...THIS is where you've been hiding for the past YEAR?!"

"I WAS KIDNAPPED and held here against my will!" Sophia snarled. "TELL me you're wrong about Faith! PLEASE!"

"I wish I WAS." Montana spat, glaring towards Sandman and seething. "I had plans to MARRY that girl once I got out of prison!"

"Do you think I'm PROUD of this?!" Sandman yelled. "I was just doing as TOLD!"

"You was takin' orders from DOC!" Montana snarled back. "Even I wanted nothin' ta do with the creep when I first met 'im." He put a hand to his head and trembled. "But now I have ta live the rest of my life with the image of my Fay…" Montana gritted his teeth, keeping his emotions back as hard as he could. "…If I woulda known…last week was gonna be the last time I saw her alive…I woulda held her longer…I woulda made her friend Simone wait…"

"What?"

Montana gritted his teeth and glanced towards Sophia, who looked as pale as a sheet.

"…S-…Simone?" she breathed; her mouth as dry as cotton.

"…Yeah? What's it ta you Fox?" Montana grumbled. "Fay had a friend come over from Maine because they were worried 'bout her cousin who had been missin' for a ye-…" Montana paused as he pieced two and two together.

He swallowed lightly as he watched Sophia's head lower, her eyes wide in horror…

"…I'm sorry, Fox…" he mumbled, turning and heading out.

Sandman watched Montana leave…before he looked back down towards Sophia, who was crumpled on the floor, her face buried in her hands and shaking violently.

"Octopus to Sandman. Report to the control room at once." Doc's voice came over the loudspeaker.

Sandman looked upwards…before looking back down towards the crying Sophia. He breathed out and started to put a hand up…before he turned and headed the other way…leaving her to mourn all her losses…

As she sobbed, a man leaned against the wall outside the cell, adjusting his hat and smirking evilly.

"Well done, Octopus…No more shall anyone depend on their beloved heroine…" His one eye narrowed and he chuckled smoothly. "…say goodbye to the Flying Fox…"

***TL***

Dr. Octopus ran the schematics again and again…this was foolproof…AND had put in a failsafe!...

…SO WHAT WENT WRONG?!

He frowned and typed into the computer, looking over the plans that he had put on the screen, not paying attention to Vulture who was sitting across the room, arms crossed and staring at the floor.

"…Perhaps I should have recruited Electro instead of Rhino…" Doc mumbled to himself, his eyes fervently scanning the screen. "…yes…that would have been a better power flux…"

Vulture glanced towards Doc.

"…You're not going to try it again…are you Otto?"

"Of course I am." Doc replied coldly. "I have to get this right. It would have given us access to the world's power supply."

Vulture frowned, looking back towards the ground. "…what makes you think you're not going to destroy another mass of land?"

"It was a miscalculation…" Doc growled, continuing to type. "…a simple miscalculation…we'll get it right next time."

"…you've gone mad, Otto…" Vulture frowned, watching his once friend continue to type at the computer, completely ignoring the world around him.

***SR***

Sophia lay on the floor, devout of tears…spent of energy…done with the world…

She had watched the news reports so many times…All of Manhattan was gone…it looked like a war-zone with dead bodies lining the streets…even the perimeter of the city had damage and casualties.

The list of names of the deceased only kept multiplying…among the dead were her brothers…her cousin…her friends, including Faith and Lizzy…who knew how many more?

…her world was over…her life was finished…

…she would give…ANYTHING…to make Otto feel the same pain she was in right now…

"Dear sweet bat…oh how you have fallen…"

Sophia opened her eyes…and frowned, closing her eyes once again, thinking that she had been imagining the voice.

"The one you pledged your heart to is a monster."

Sophia's eyes snapped open, and she sat up, looking around her cell…but no one was there.

"…it's rather fitting isn't it? Your mother chose a monster…now you've chosen one…how sad."

Sophia frowned and looked around her room…but she still couldn't see anything. Was Otto taunting her? How did he even KNOW about her mother marrying a creep?

"Otto…I swear if you continue your taunts…" she snarled, slowly standing, but leaning against the wall for support.

"Oh no no, my dear." The voice came again. "I'm certainly no scientist. Just a local deal maker…hehehe."

Sophia paused…and slowly turned to look behind her, where a slender man with dirty blonde hair, an eyepatch, and a top hat sat on her bed. He was leaning his weight on his cane, and he had a grin on his face.

"You've had it tough, haven't you, Foxey?" he hummed, motioning towards her malnourished self. "Your husband isn't exactly the loving type is he?"

Sophia gave the man a weird look. She had all sorts of questions running around in her head. Who the heck WAS this guy? HOW did he get in here? How did he know about her Mother? Or about ANYTHING for that matter?!

After a moment, she scowled, and clenched her fists. "He is NOT…my husband…" she turned and crossed her arms, frowning. "…not willingly anyways…"

"Oh of course! Who wants to claim a creep who TRICKED them into marrying them, and then holds that over their head for his own personal gain?" The man stood from the bed and twirled his cane. "Especially when said marriage was supposed to be a joyous thing, instead of a prison? Tsk Tsk Tsk…how sad."

Sophia frowned and glared at the stranger. "Who are you…what the heck do you want from me?"

"I think the better question is, what can I give YOU?" The man tipped his hat. "Name's Bill. But you can call me Cipher."

"Ok, 'Cipher'" Sophia growled. "What can you do for me?" She pointed towards the glass door. "My ENTIRE family is DEAD. The man I pledged my heart to is a MADMAN. And there's NOTHING I can do about it!" She turned her back on Cipher, a hateful scowl on her face. "So unless you have some MAGICAL way of enabling me to put Otto to justice, then buzz off! Because all I want right now is to die!"

"Oh I don't think you want justice, Foxey." Cipher twirled his cane and slowly made his way over to Sophia, slowly draping his fingers onto her shoulders and leaned his face to her ear. "No…I think you want something much bigger than Justice…I think you crave…Revenge…"

Sophia pursed her lips…and looked away from Cipher, feeling all sorts of rage filling her heart…anger…bitterness…hatred.

…_Otto_…

She pursed her lips and gritted her teeth. "…I…don't know…" she muttered. "I…still…" She paused and broke away from Cipher, walking away from him.

"Why am I even TALKING to you?!" she snarled. "You're probably just some figment of my imagination!" She put a hand to her head and gritted her teeth. "Otto's taken so much from me…I'm hallucinating…"

"Maybe you are." Cipher purred, once again coming up from behind her, and snaking his arms around her waist, resting his chin on her shoulder, an evil grin on his face. "You still love Otto Octavius, don't you? You mourn for the scientist that your heart reached for…" His grip tightened on her, and she could FEEL negative emotions filling her.

"But this man isn't Otto, is he? Is he really?" Cipher cooed. "Think of everything you've done to try and recover Otto…Yet he never came back…did he ever love you? I don't recall him ever saying he loved you…do you?"

Sophia couldn't think straight…if this was any normal person, she'd be demanding answers from this creep…wondering how he knew this information…why he was so interested in her qualms…why he…

Her mind was fuzzy…she couldn't think…all she could do was dwell on Otto's betrayal…and his horrible crimes…and the terrifying murderer he had become…

Tears streamed down Sophia's cheeks, and she gritted her teeth tightly as anger laced with fear weaved it's way around her.

"That man never loved you…if he did, he would have fought off his inner demons…" Cipher pressed his cheek against Sophia's, whispering into her ear. "He hates you…hate him back…"

"…Otto…"

"Let hate fill your heart…let the world see what happens when a heart like yours is taken to its knees…and trampled on…" Cipher grinned. "Do you honestly still love him?...hate him…Side with me and show him what happens…when he betrays the true lady of darkness…"

He slowly offered her his hand, his eye glowing, and a blue flame dancing around his hand.

"…You want revenge…I can get it for you…and in return you're all mine…what say you little bat?...have we got a deal?"

Sophia breathed out as Cipher slowly broke away from her, and she opened her eyes, seeing the man offering his hand to her…a blue light was engulfing his hand…but she didn't pay attention to that.

All she could think about was revenge…of Otto's horrifying transformation…of his betrayal…she wanted him to suffer…she wanted him to be in pain…She…wanted…REVENGE!

"Deal."

She locked her hand with Cipher's…and suddenly let off a shrill shriek as blue flames engulfed her body.

Cipher's eye glowed and he grinned insanely. "Then RISE, Demona! Demon of HATRED AND DARKNESS! RISE AND HELP ME SPREAD MY CHAOS!"

Sophia's form was completely engulfed in blue flames, and an unholy SHRIEK came from her throat as her wings grew bigger…sharper…her ears were elongated…and seemed sharper as well…her gown was burned by flames and was replaced with a black two piece outfit with yellow trim.

On her chest was a yellow triangle with a single eye on it, signaling she now belonged to Cipher…

Her eyes slowly opened, a dark glare in her eyes, while Cipher's laugh echoed in the halls.


	3. Goodbye Flying Fox

**WARNING! THERE IS DEATH, VIOLENCE AND GORE IN THIS CHAPTER!**  
**DISCRETION****ADVISED****!**

***SM***

Spiderman leaned against the wall, gritting his teeth in pain and anger.

…all of Manhattan…gone.

Harry…MJ…Liz…

…Gwen…

Aunt May was stuck in Queens…and he had no way of getting to her…not as long as he was stuck in this prison. He had tried EVERYTHING! Doc had this cell sealed up TIGHTER than a drum…

Had he seen Foxey in the other cell? She had been trapped HERE for a year?

Ungh…he felt sorry for her…Especially with all the information he had on her…

Sophia Vincent, who had been sweet on Otto Octavius…now she was the good guy and he was the bad guy.

…If he ever had to fight Gwen…that would tear him apart…

Spiderman frowned and looked down. …of course…that would never be a possibility…nor would his chances of ever telling her of his feelings for-

_AAAHHHHHHH!_

Spiderman's eyes snapped open and he shot upwards, looking towards the wall he had just been leaning against. That scream…was that Foxey?!

"Oh no you don't, Doc, you've already taken far too many people I care about away from me." Spiderman snarled. He turned and tried pounding on the glass door…of course, it was heavily reinforced…

Of course.

"FOXEY!" Spiderman looked up, before he cried out as a loud **BOOM** was heard. The hallway filled with smoke and Spiderman took a few steps back as he saw the glass cracking.

…NOW WAS HIS CHANCE!

Quickly getting a sprinting start, Spiderman SLAMMED his body weight into the wall, and to his joy, the wall crumbled and caved.

"HA!" Spiderman pushed himself up and quickly looked around, trying to navigate through the thick smoke that was surrounding him.

"Foxey! Foxey! It's me, Spidey!...Where are you?!"

…WHOOSH…

Spidey quickly looked behind him upon hearing the sound…but nothing was there. Quickly looking from side to side, he took a few steps back.

"…Foxey?..."

…no answer…

The hero breathed out lightly. Strange…his spider senses weren't tingling…but his skin was crawling…like he was being watched or-

Spidey suddenly gasped when he came face-to-face with-…

"F-Foxey?" He asked, his eyes widening at the sight before him. In the smoke loomed a shadow with large wings…and…glowing yellow eyes…

"…Foxey?...Is that you?"

There was a moment of silence…before the figure's eyes narrowed.

"…no."

"URCK!" Spidey lurched as a SHARP pain pierced his chest, and he choked. Wheezing, he trembled and managed to look down…at the large scythe-like blade that was impaling him.

He whimpered and dropped to his knees, feeling a hand catch him by the throat.

"F-…Fox-…Foxey….Foxey…."

"Flying Fox…is dead." The shadow crooned, before a loud SNAP was heard, echoing the halls.

***CR***

"Did you hear that?" Vulture asked, looking towards the main door, a startled look on his face. "…it sounded like someone has broken in."

"Or broken out." Electro frowned, turning and charging up his electric energy. "I wouldn't be surprised if the Spider-freak is trying something." He turned to look towards Doctor Octopus. "Doc?"

Doc glanced over his shoulder towards Vulture, Sandman and Electro. "I should have ended that blasted Arachnid instead of imprisoning him." He turned and extended his mechanical arms. "Find him and bring him to me."

"You got it." Electro nodded, before heading out. Sandman and Vulture on the other hand, looked towards each other…before turning and exiting the room.

Doc locked eyes with Vulture and frowned seriously…before he exited.

Huffing, Doc turned and left the room to scout a different area of the lair.

_Adrian…I'm so sorry old friend…_

_Be quiet_.

As the group went throughout the halls, Sandman couldn't help but think of all the carnage that he had seen in Manhattan. It was a freaking ghost city…It had been reduced to rubble, with no live people in it…NONE!

All for what? For the energy of the world to be harnessed by their group? Couldn't Doc have tried that whole 'master plan' again?

He looked to the ground and gritted his teeth.

…_Alex…Mom…gah…this shouldn't have gotten this bad…_ He looked to the ground and scowled. _It wasn't supposed to be like this…_

"…I'm sorry Alex….it should've been me…I _wish_ it had been me instead, bud." He sighed as he looked down the halls. "…I wish it had been me…"

"…That can be arranged…"

Sandman paused and quickly looked behind him…only for a stream of blue flames to engulf his frame. Marko screamed in horror as the blue flames licked at his silicon molecules, taking them out one by one…HOW?! Fire NEVER hurt his Sandbody?!

HOW WAS THIS HAPPENING?!

"No! STOP! WHAT IS THIS?!" He shrieked as his body continued to deteriorate from the blue flames that was steadily turning his sand…into ashes…

"STOP! PLEASE!"

Sandman panicked and looked up, when he heard a flapping sound from above. As he made out the shape, his eyes widened in pure terror.

"_**AAAAAAAAAAHHHHHHHHHHHHHHH!**_"

***MD***

Electro quickly looked behind him, towards the halls where it sounded like Sandman's scream had come from. Gritting his teeth, he put a finger to his commlink. "Sandman, what's going on?"

…Static…

"Sandman?" Electro tapped his commlink. "Sandman, where are you?"

Static.

Frowning, Electro made his way down the hallway, looking in all directions. If Sandman was not answering, no doubt the Spiderfreak had pulled some sort of trick on him.

Or trapped him. Or-

Electro turned the corner and flinched sharply at the sight that he saw…

…in the middle of the hall…was Spiderman…laying motionless in a puddle of his own blood.

Electro gawked…and slowly approached the deceased hero. His eyes widened at the sight of him…he was completely in-tact…but…it looked like someone had literally cut out his heart…because there was a gaping bloody HOLE in his chest.

Swallowing lightly, Electro prodded the body with his foot…but as expected, Spiderman did nothing.

"…uh…Doc?" Electro put a hand to his commlink. "…I uh-…found the Spider-freak."

"Keep him busy! Which hallway is he in?!"

"Uh…Hallway C…he's…well he's—"

"Spit it out!"

"He's dead!"

Doc seemed to pause at the news. "The Arachnid is deceased? Did you—"

"I didn't even get to TOUCH him! I found him like this!"

"Then perhaps Sandman or Adrian finished him…" Doc mused. "…But that doesn't make sense…they would have alerted me… Octopus to Sandman!"

Static.

"…Octopus to Vulture! Come in!"

….Static….

"What the HECK is wrong?" Doc growled. "Electro! Stay there! I have to find the others and fix their commlinks."

"Copy, Doc." Electro turned off his commlink, and looked back down towards Spiderman's body…

…not noticing the huge pair of wings spreading right behind him…

***OO***

Doc clawed his way through the halls, his eyes narrowing slightly. He knew that Adrian wasn't the happiest with him about the whole…'blowing Manhattan to dust' thing.

…But he couldn't see the bigger picture! This would allow them to control the WORLD! He just needed to perfect his formula was all!

_Is this really worth it?_

_Quiet._

_Is it really worth the trust of my best friend? Is it worth the woman of my dreams looking at me like I'm some sort of…Monster?_

_You said you would NOT resist._

…_And YOU said you would provide…that you would keep everything in order…all of that has been minimum at best!_

_You weakling…do you honestly believe you can get anywhere when you have to care for-_

Doc suddenly slid to a stop…he thought he had seen something in one of the hallways. Backing up a few paces, he made a strange face at the sight of…a pile…of ashes? Slowly clawing his way over to the pile, he examined it for a moment, a confused look on his face.

How did this get here? Any trash incinerations would be in the mechanical room…no matter…he'd have to have this cleaned up once he-

_**GAAAAHHHHH!**_

Doc spun around at the ear piercing _scream_ of anguish that came to his ears. "The devil is going ON?!" he put a hand to his commlink. "Electro! What was that sound?!"

Static.

"…Electro! Come in!...Vulture!...SANDMAN!..." His teeth gritted in frustration. "ANYONE!"

When no one answered, Doc turned and started quickly clawing through the halls. "SOMEBODY ANSWER THIS BLASTED COM!" He demanded, looking down all the halls that he passed. This was surreal…what the heck was going ON?! Why wasn't anyone answering?

He paused when he got to a particular hall…that was strangely filled with smoke. Gritting his teeth, he clawed his way in and looked around, his eyes narrowed dangerously.

…Was this the prison hall? Maybe the Arachnid really did escape…but…Electro said he was dead…If Spiderman was defeated…

…then…wha-

Doc stumbled when one of his mechanical arms tripped over something. Quickly landing on the ground, Doc brought up all for of his tentacles, ready to fight. Walking closer to the lump, his eyes widened in horror when he beheld-

"ADRIAN!" He gawked, before scrambling over and picking up Vulture in an attempt to make him respond.

Vulture wheezed and trembled, slowly looking towards Doc, his eyes glazed over. Doc's eyes widened further, aghast by the sight of his dearest friend.

"Adrian!" he repeated. "What happened?! Who's done this to you?!"

"…eatc…ut…" Vulture spit out some mucus mixed with blood, his eyes lulling back in his head. "..Ba…bat…"

"What?" Doc shook Vulture rapidly. "Adrian! Speak to me!"

"…The-….bat….the….unggh…" Vulture's head lulled back, and his body expelled his final breath, his whole frame going limp.

Doc looked on Vulture's body in horror. "Adrian….ADRIAN!" he shouted, to no avail. Adrian no longer move or spoke…all that was left was a shell of what was once his friend…a long slash along his back that dripped out blood.

Panting, Doc managed to examine Adrian's wound, gritting his teeth.

…a…blade? Who other than Kraven fought with a blade?...and he hadn't seen Kraven since…well…since the Valentine's Gang War last YEAR!

His head snapped to the side, when he heard a whooshing sound like the wind. Putting Adrian's body down, he quickly whirled around and got all four of his tentacles ready for his challenger.

"Show yourself….SHOW YOURSELF YOU COWARD!" He snarled, his fists clenching. "I will show YOU what happens when you cross Doctor Octopus! I will be your BIGGEST fear!"

"…Fear?" A voice came from the dark, laced with hatred. "You know nothing of fear…I will show you TRUE terror!"

That voice…

Doc took a couple steps back, his eyes narrowing in concentration, trying to locate where the voice was coming from. It sounded…familiar…and foreign all at the same time.

Pushing his musings aside forcefully, his mechanical arms came up, all ready to attack.

"Who are you?!" He snarled. "SHOW YOURSELF!"

"Who am I…" The voice purred, acid lined in the tone.

"I am the Nightmare that replays in your head…"

Something whooshed behind him, and Doc quickly turned around, panting quickly. His eyes searched frantically for any sign of his new enemy.

"…I am the Shadow lurking under your bed."

Something brushed by his arm, and he quickly struck towards it…but it was already gone.

"…And when I lose, it's never really the end…"

"ENOUGH OF YOUR RIDDLES!" Doc yelled, attacking in every conceivable direction that he could find. He panted heavily, none of his mechanical arms able to find the voice. "I will DESTROY you for what you have done!"

"…Hypocrite…" Someone lunged out of the shadows and SLAMMED him into a nearby wall, PUNCHING him across the face, and then SLASHING him with a blade across his shoulder.

"GAH!" Doc scrambled away and tried to hit back, but the shadow easily dodged his attacks. "WHAT DO YOU WANT WITH ME?!"

The shadow extended two large wings and SMASHED him through a wall, both of them coming into the light of the control room. Doc groaned and looked upwards, seething…before his expression fell and his blood ran cold.

"You should have known I'd have a plan for Revenge…"

Towering above him, with a curved blade in her hand…a look of poison in her eyes…was.

"S-…Sophia?!" Doc stammered, trying to scramble away from her. "S-Sophia-…Wha—GAH!" He found himself STRUCK by the momentum of her feet, forcing him to SLAM against the ground. Quickly scrambling to get up, Doc turned around and raised his mechanical arms. The form of Sophia was diving right at him, causing him to yelp and SLAM his tentacles against her side, sending her flying across the room.

She quickly backflipped and landed harshly on her feet, sliding along the floor, before she finally came to a stop…and looked up at him, pure venom in her eyes.

Doc panted heavily and took a few steps back, looking at her with terror in his eyes.

"S-…Sophia—Sophi—AAAHH!" He quickly raised himself on his tentacles, but was not fast enough to dodge her TACKLING him into the wall.

He attempted to try and shove her off of him, but she PUNCHED him across the face, and grabbed him by the shoulders, proceeding to dig her SHARP nails into his flesh.

"GAAAHH!"

Doc cried out in pain, and grabbed her wrists frantically. "SOPHIA! SOPHIA WHAT ARE YOU DOING?!"

"What I should have done, a LONG. TIME. AGO!" She snarled, letting out an inhuman growl. Putting more pressure onto him, Doc screamed as her sharp nails dug further into his flesh, causing blood to seep out of his skin.

_SOPHIA! Sophia NO! Please STOP!_

_WHAT IS THAT WOMAN DOING!?_

_SOPHIA! PLEASE NO!_

"SOPHIA STOP!" Doc managed to force her claws out of his flesh, and SLAMMED his mechanical arms against her body, which sent her SLAMMING against a wall.

A sickening _**CRACK**_ was heard, and she slid to the ground, collapsing onto the ground, unmoving.

Doc panted heavily, trembling badly as he sat on the ground, looking at the still form of Sophia in horror. For a moment, the only sounds that filled the room was the sounds of his labored breathing, that slowly morphed into strained cries.

"…S-…Sophia?" He mumbled, swallowing lightly as he continued to gaze at the body.

He received no answer.

…_I…I killed her…_

_What Have I done?_

…_she's gone…out of my life…out of my way…_

…_I've KILLED the woman I love!..._

_She attacked first!_

_BELOVED SOPHIA I'M SO SORRY!_

Doc shakily pushed himself up with his tentacles, ignoring the grieving voice of Otto Octavius wailing inside of him, and stumbled as he slowly made his way over. He continued to pant, every fiber in his body somehow still screaming at him that he was still in danger…

His hand trembled, as he reached out to touch Sophia's still form…and he could feel hot tears stinging at his eyes, that he tried to fight. As he gazed over her form, the sight of her neck made his inner Otto Octavius wail in agony. Doctor Octopus on the other hand…was trying to process what just happened.

Her neck had been snapped…she was gone…but he still felt…like he was in danger.

_YOU KILLED HER!_

_Shut up._

_YOU. __**KILLED.**_ _HER!_

_SHUT-_

SNAP!

Doc suddenly cried out in alarm, as Sophia's arm suddenly lashed out at him, SNAGGING his wrist and twisting it backwards. Screaming in pain, Doc lashed out all four of his arms towards her, forcing her frame to go sailing across the room.

She landed on the other side and stood up slowly, her neck lulled to the side.

Doc turned to face her, terror and horror in his eyes, as Sophia slowly faced him…and JERKED her head to the other side. A CRACK was heard, and her eyes were glowing a yellowish color as she seemed to FORCE her neck back into place, as though she had just healed herself.

She watched him for a moment…and an evil smirk came to her face, which only made Doc take a few more steps back, looking at her, fear gripping his heart.

"S-S-Sophia. Stop this! Please!" He stammered, finding his back against the wall and looking at her in horror as she slowly approached him. "This—This Isn't how you normally fight?! What about your honor?! What about your pledge?!" He panted as her poisonous glare pierced his very soul.

"SOPHIA!"

"Honor? Pledge?" She scoffed, raising her blade and showing it to him, her dark gaze radiating her hatred for him. "Honor is something the Flying Fox held onto. The Flying Fox is dead."

She rose her blade to her head, and plain SLASHED off her long hair, letting the long soft locks fall to the floor, making way for a new strained spikey hairstyle that only made her look more terrifying.

"Sophia Lillian Vincent was weak. She pledged you her heart…she pledged you her loyalties…" She crooned.

Doc's heart tightened as she said that, reminders of his own transition haunting him as she towered over him, her very shadow striking him with fear.

She glared at him, the blade glowing in her hand.

"I am Demona…and MY pledge…is to DESTROY YOU!"

Doc screamed and quickly scampered out of her way as her blade STRUCK the very area where he had been pressed against not two seconds earlier.

She didn't stop there, Demona lashed out and tried to strike him as he fled, letting out an animal-like snarl that sent shivers down his bones.

"SOPHIA STOP!" He screamed, using his mechanical arms to try and throw debris in her way to keep her from getting to him.

He managed to cause an entire wall to collapse on top of her, and continued to flee, breathing heavily as he scurried across the base, quick to get to an escape pod. Quickly typing into the computer, he entered the pod and SLAMMED his fist against the 'launch' button.

The pod sealed itself, and he was shot into the air, moving at the speed of a jet away from the base and towards Manhattan.

As the pod launched, an explosion forced the debris away from Demona, and she slowly walked to the edge of the building, watching the pod take off. Narrowing her eyes, she sneered.

"Enjoy your freedom, Otto…It won't last much longer. You're not going to get away…I'll strike when you're blind…you will wake, just to find you are mine."

She opened her wings and twirled her blade. "My hatred for you feeds me…I'm just Getting Stronger."


	4. Bitter Revenge

**WARNING! DEATH, GORE, AND VIOLENCE IN THIS CHAPTER!**

***MH***

The wind was hot...scorching really...it was like a desert, this place.

Everything had gone down hill...and FAST…  
Doctor Octopus panted as he scurried past the rubble and debris of what once was Brooklyn...it looked like a war zone, and it complicated his chance for cover.

Quickly dodging from rubble pit to rubble pit, Doc managed to get to his destination; an abandoned hospital. Quickly going inside, his mechanical arms lifted, scanning the area for medical supplies.

His last run in with Sophia had almost cost him his life…

Doc panted as he snatched hydrogen peroxide and quickly opened it, taking off his beaten and torn overcoat to check his latest wound.

A deep gash in his side...made three days ago and was still oozing blood. He had tried to keep it as clean as possible...but trying to stay out of sight was near impossible with that mad-woman patrolling the skies of the barren New York.

...Sometimes he felt like she was just toying with him...other times, he was wondering if he really was narrowly avoiding her attempts on him.

Doc hissed and quickly covered his mouth to muffle a yell of pain as he poured the liquid on his wound, causing the medicine to start fighting infections and bacteria on his skin.  
DAMN IT, that HURT!

He slowly let out a breath and reached for a cloth, trying to shake off the dust from it, before he lightly dabbed at his wound...and glanced back outside to make sure he was alone.

...three months...  
It had been three...long...horrifying...months.

Not a week after Sophia's terrifying transformation, there were news reports that nearly 50 million people had just...vanished...into thin air. Sophia hadn't killed them...no, their remains would have been littering the streets if it had been her.

They had just...vanished...as though some Great Deity had spared them the horror of being in this world with...her…

Doc looked down and gritted his teeth, his eyes stinging like mad.

…_.what have I done…  
That woman is out for blood…  
...what...have...I...done…  
I need to get healed and away before she can find me…  
...This is ALL...my fault…_

….Creeeak….

Doc spun around and aimed his claws at….

"You'd best get outta here, before I blow yer head off…"

On the other side of the room was Montana, two handguns in his grip, and aiming right at Dr. Octopus. He looked like he had got hit by a train...he was absolutely filthy and he had scars running along his face and arms.

Both Doc and Montana kept sharp eyes on each other, neither moving from his spot.

"...Montana…" Doc gritted his teeth, slowly balling his fists. "...You're still alive..."

"Yeah. No thanks'ta _you_ and yer merry men." Montana snarled back, cocking his rifles and looking ready to end Doc right then and there. "Honestly I'm surprised yer still around...Ain't seen anyone these days...not even the bug."  
"The Arachnid is dead." Doc replied, slowly taking a step forward- only to jump back a few paces when Montana shot at his feet. "GAH!" He panted and quickly pointed at Montana. "QUIET! She'll hear you!"

"And what if she dose?" Montana snarled. "Apparently I'd be doin' her a favor."

"Montana, listen to me-"  
"_Jackson_! You do NOT call me 'Montana'!"  
"LISTEN TO ME!" Doc snarled. "I don't know what happened to her! I don't know how she became this way!"

"I know how." Montana growled. "You took everything away from her...Ya locked 'er in a cage, Forced her ta marry ya, and killed her family." He started pulling the trigger. "...and you took my Fay...So I'm takin' you."

"Montana!" Doc raised his arms-

_**SLASH!**_

Montana lurched and his eyes went wide for a second...as a curved blade sliced right through his back and out his chest. Falling to his knees, he fell to the ground lifeless...Demona standing over him.

Doc screamed and gawked at the sight of Montana's fresh corpse on the ground, the dark outline of Demona taking her blade to her lips and licking off the blade.  
"...Hello Dearest." She greeted, grinning evilly. "You're late for dinner."

Not wasting any time, Doc quickly found random things to throw at her, which she slashed through effortlessly. Quickly spreading her sharp wings, she LAUNCHED for Doc, blue flames forming in her palms. Doc let off a yell and SLAMMED his mechanical arms against her. Quickly he CHUCKED a large oxygen tank at her form and ran as it exploded upon contact with her flames.

Not daring to look back, Doc scampered for the nearest opening...the Brooklyn bridge. If he could get to Manhattan and try to get to his hideout, he'd be safe for now! That bunker was IMPENETRABLE! Sophia still hadn't figured out a way to get to him as long as he was in it.

He panted heavily as his mechanical arms clattered against the bridge.

Run...Just Run…  
RUN!

"OTTO!"

Doc gasped and cried out as he found himself airborne, trying to grab for the edges of the bridge...but he was already flying fast from it.  
He yelled and struggled widely in Demona's grip, her sharp claws digging into his sides, reopening his wound.

"SOPHIA!" He shrieked, bringing up his tentacles and jabbing at her as best as he could.

Demona snarled as his claws hit her several times...which only made her grip tighten on him...though once he hit her in the face, she let go, causing him to plummet into the Hudson…

...Doc surfaced and coughed violently, scrambling for the shore. Once he got there, he forced his mechanical arms to get him onto the docks, his entire body trembling from the impact. He spit up water, mixed with blood, quickly looking back towards the sky, in an attempt to locate his attacker…

...she was nowhere to be found…

He panted and backed away, trying to scan the skies. Where was she?! From where would she attack!?  
The hot wind SLAMMED into him, causing him to lose balance and fall to the ground, panting and coughing profusely.

"Heh heh heh heh…"

Doc's eyes snapped open and he FORCED himself to stand, turning around...finding a well dressed man sitting on the top of a pile of rubble.

Cipher grinned at him and leaned back, looking comfortable on the top of the remains of what was once a building.  
"Well Well Well." he purred. "If it isn't the good Doctor. I've gotta hand it to ya, Octavius; you're a whole lot more slippery than I had thought."

"Who are you?!" Doc demanded, taking a few steps back, panting heavily. His mechanical arms came up on the defense, just in case this shady looking man did something sudden.

"Name's Bill." He introduced, leaning back and resting his hands behind his head. "I'm the new ruler of this lovely planet. Meet the wife!"  
He snapped his fingers.

"Hello _darling_."

Doc gasped sharply and quickly scampered away, as Demona suddenly appeared out of nowhere right behind him, her large wings breaking apart the smoke surrounding her. He tripped and fell on his back, his breathing quickening as Demona towered over him, her hands on her hips, and an evil smirk on her face.

"Sophia- Wait- Wife?!" He panted and looked towards Cipher, who carelessly floated over to Demona, standing beside her and snaking an arm around her waist. "I-I-I don't understand...She's my- Well she's technically-"

"Oh yeah, I forgot to mention!" Cipher stood behind Demona and slinked both of his arms around her waist, resting his chin on the top of her head, smirking evilly at Doc. "Sophia and I made a little deal…" He purred, his one eye glowing yellow. As he did this, Demona didn't move...if anything, she only stood stock still, glaring a poisonous glare at Doc as Cipher spoke.

"She gets revenge for all the lives you destroyed." Cipher let go of Demona and trailed a finger across her face. "And in return, she's all mine."

Doc panted and trembled at the look of pure _darkness_ in Sophia's once soft and gentle eyes. She had no emotion except for hatred radiating from her.  
...Pure...bitter..._Hatred_…

"Why?" His voice cracked, before he raised his voice. "Why _her_?! Couldn't you have chosen any other woman!? There are plenty of more evil women! Sable Silvermane for one-"

"But _NO_ other person has had a more PERFECT recipe for a deal at this time." Cipher's eye flashed in glee, and an insane grin came to his face. "Abused by her father, Abandoned by her Lover, Family murdered by her Lover, Mother murdered by her father, Dreams crushed by her Lover...the list goes ON and ON, Doc!"

Cipher stepped away from Demona and circled around Doctor Octopus, looking thoughtful. "Of course, I had to step in during your testing of your energy drainer...then none of this could have panned out as perfectly as I had envisioned it."

"Yo-...Wha-" Doc looked towards Cipher, his eyes wide.

"Your machine worked just fine." Cipher hummed, twirling his cane. "But that would have kept me waiting for five more years before little Sophia would have finally broke, and by that time, she might have had a chance to end herself before I could get to her."  
He looked towards Doc and shrugged. "So I sabotaged your machine to make sure your little wifey had no more hope to pull from."

"You-...But That means that I'M not the one who killed all those people!" Doc panted and quickly looked towards Demona, desperately. "SOPHIA! Did you not HEAR him?! HE killed your family! NOT ME!"

Demona only looked at him, emotionlessly, aside from the hatred in her eyes.

"SOPHIA ANSWER ME!"

"HAHAHAHAHA!" Cipher threw back his head and laughed insanely. "It's too late, Doc! The deal's already made! Your wife, Sophia Lillian Vincent is dead!" He pranced over to Demona and trailed a finger across one of her wings. "...and now that the Creator has already taken his peeps out of here, it's time to begin the 7 years of Chaos."

He looked towards the horrified Doc. "This really isn't personal, Doc. Just business. Demona dearest, take out the trash, would you please?"

Doc cried out and quickly scrambled up, his mechanical arms scrambling to escape from his attacker...who spread her wings and launched after him.

Doc couldn't think straight...he could only run...he could only think about escaping.

He heard a terrifying screech behind him as his attacker gained on him.

_No...NO!...NOOO!  
RUN! KEEP RUNNING!_

Doc panted and saw a figure in the smoke as he continued to scramble away from Demona. He could have sworn the image looked like...him…  
NO! He had to be imagining things! He had to get AWAY!

The figure in front of him let out a yell and put up his hands, causing Doc to quickly SHOVE the figure to the ground.  
"OUT of the WAY!" Doc yelled, panting harshly, his metal arms running like crazy. He had to get away...He had to get AWAY!

He could hear her wings pounding against the hot wind, and he could FEEL his heartbeat in his throat. Don't look back...Keep running….Don't look back...KEEP RUNNING!

Doc felt all the air RUSH out of him as Demona SLAMMED herself into him, SLAMMING him into the ground.

Dr. Octopus screamed in alarm as he was PINNED to the ground. Quickly thrashing his mechanical arms upwards, they tried to slash and stab at Demona in an attempt to get her OFF him.  
"NO! LET GO! SOPHIA LET GO!"

**SCCCCCCCRRRRRRRRRRRREEEEEEEEEEEECCCCCCCCCCCCCCHHHHHHHHHH!**

Dr. Octopus screamed in agony as Demona's screech pierced into his very soul as continued to thrash, managing to KICK her off of him, and scrambled up in an effort to get up.

However he got SLAMMED to the ground, landing on his belly…  
"**NO**! GET OFF OF ME!"  
"TODAY is the day you LOSE to Demona, 'Darling'!"

Doc hyperventilated and made his mechanical arms grab each of her extremities, PEELING her off of his back and CHUCKING her into the air. As she went sailing, he turned, groping for the ground and trying once again to find a way to escape from this madwoman.

Sophia was gone...he could tell. There was NOTHING left of Sophia in this….this...THING!  
...Unless...Unless it was like him and Otto? He CONSTANTLY heard Otto's voice...Maybe…  
...Maybe Sophia was still in there! If he could-

Doc cried out as Demona SLASHED at his back...slicing off THREE of his mechanical arms. Dr. Octopus panted and quickly turned, trying to get the arm he had LEFT to swipe and stab at Demona.  
She dodged his efforts, her eyes reflecting hatred and darkness.

Shaking in fear, Doc quickly JABBED at her...and managed to impale her stomach.

Demona didn't flinch...she didn't even move.

_**NO! SOPHIA!  
**_  
Doc panted as he heard Otto's voice...but...it was different...it was like it wasn't even in his own head. He whimpered as Demona looked back up, glaring darkness into his very soul…  
He trembled and panted, a look of absolute terror in his eyes. "S-...Sophia l-listen to me...LISTEN TO ME SOPH- URCH!"

Dr. Octopus found himself HURLED to the ground, as Demona grabbed the mechanical arm that was embedded in her stomach and YANKED him to the ground.  
Before he even had a chance to try and recover, she SNAPPED his remaining mechanical arm off of it's holster...and proceeded to pull the blade out of her stomach.

As she did so, her wound slowly mended itself back together, making the woman smirk evilly.

"...What's wrong, my love?...have you become...weak?" Demona snarled, slowly walking towards Dr. Octopus.  
The downed Doc panted and scrambled away, his goggled eyes wide in terror as his enemy closed in on him.

"S-Sophia! Sophia LISTEN to me! W-We can fix this- we- We- can-" He didn't have time to finish, because Demona extended her wings and TACKLED him, sending them both TUMBLING down a large drop at LEAST 50 to 100 feet down.  
He cried out as his back SLAMMED into the cold concrete of the ground.

As he tried to recover, his eyes widened as Demona held her blade over her head and LUNGED it down at him. Doc screamed and grabbed her wrists, stopping the blade just a few inches away from his chest...and the two began a desperate struggle between life and death.

His body shook from the strain and his lungs hyperventilated, doing EVERYTHING they could to STAY ALIVE! He looked up into her eyes, flashes of her once gentle gaze looking back at him.

Her interest in animal science...the way she spoke of figure skating...the day she gave him her butterfly necklace...The failed bat experiment…  
...Sophia…

"STOP SOPHIA!" Doc pleaded desperately, panting quickly and trying to get Demona OFF of him. "PLEASE STOP! HAVE MERCY! I BEG OF YOU!"

"Mercy?" Demona scowled darkly, leaning her face down to mere inches away from his. "Mercy is for the weak...REMEMBER?!"  
"SOPHIA I'M SORRY!" Doc cried out, the blade slowly getting closer to his chest. His eyes widened...he could FEEL her strength out matching him…  
...she was going to KILL him!  
Hyperventilating, he looked up with terrified eyes. "PLEASE! PLEASE SOPHIA! I THOUGHT YOU LOVED ME!"

Demona smirked and chuckled lowly. "...no...SOPHIA loved you….Sophia loved you until she took her last breath." She grinned. "But then she made a deal she couldn't refuse after you destroyed the lives of the city."  
"SOPHIA THAT WAS AN ACCIDENT!" Dr. Octopus panted, feeling his arms straining and beginning to fail. IT WASN'T EVEN HIS FAULT! "IT WAS A MISCALCULAT-"

"YOU ARE THE **WORST** MISTAKE SOPHIA VINCENT EVER MADE!" Demona screamed. "Take my blade! Right through your twisted heart!" She shoved her blade harder against him, the tip of the blade finally scratching through his coat. "Take it….**TAKE IT STRAIGHT TO THE PIT, YOU SICKENING PIECE OF SLAAAAAG**!"

Dr. Octopus cried out and panted, feeling his arms weaken...feeling the blade scratch his skin. "S-Sophia!" he whimpered…

_Sophia...I'm so sorry…  
MAKE HER STOP!  
I loved you Sophia...I truly….truly loved you…._

His arms trembled...his body failed…  
...and he felt the cold hard sting of metal slicing into his chest.  
Doc whimpered and felt blood escaping his mouth...his body started feeling numb...his heart trembled, as it could no longer find the energy to beat with the coldness of Demona's blade carved into it.  
He shivered and found his head being forced back, to look into the cold gaze of his once lovely Sophia.

"Sleep, Otto...and NEVER wake again." She muttered, before slowly pressing her lips against his.  
His world darkened as her cold lips pressed themselves to his trembling lips...he felt his life slipping away...but...he swore he could hear...something…

..._Otto…  
...Sophia…_

Demona broke away from Doctor Octopus and SHOVED his body away from herself, the limp form of the once-brilliant scientist now painting the ground red as a pool of his own blood formed underneath him.

She licked her lips clean from his blood that stained her, standing tall over his body. All she could do was gaze at the still and lifeless form.  
Her mission was complete. She got her revenge.

...and it...was SO...BITTER…  
She heard a shuffle and looked to the side, seeing a figure about 75 feet up at the top of the pit.

Narrowing her eyes, she spread her wings and quickly took to the air, swooping upwards and landing on the ground.

...there...5 feet away from her…

...was the form of Otto Octavius...on his knees, his back turned to her…

Confusion wanted to creep into her...but all she could feel was hatred. Her eyes narrowed darkly as he panted and slowly turned to look at her in terror.

The two only stared at each other….for what seemed like hours…  
Otto panted and closed his eyes…

Demona narrowed her own eyes and rose her blade. Was this some sort of trick? Some sort of never ending strife? She gritted her teeth and LUNGED for him….but a circle suddenly appeared under him, causing him to disappear before she could get to him, and closing RIGHT as her blade landed in the spot that he was once in.

She gasped at the action and quickly stood, looking around. She scanned the area fervently for the escapee...but all she saw was a barren wasteland of what was once the 9/11 memorial…

Standing tall once again, Demona allowed her arms to fall to her sides...and dropped her blade…

Glancing back towards the pit that she had flown out of, she could see the motionless body of Doctor Octopus…

...before she threw back her head and let out a primal SCREAM, the sound her of rage, hatred...and suffering filling the barren skies of the battle scarred Earth….


End file.
